Cactus, Inc 8-K, filed Jun 10, 2021
Cactus, Inc. (WHD)
8-K
2021-06-10
For: 2021-06-09
View Original
Added on
April 08, 2026
About this 8-K
Cactus, Inc filed this 8-K on June 10, 2021, reporting on events of June 9, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event): June 9, 2021
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Zip Code)
(713 ) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The board of directors (“Board”) of Cactus, Inc. (the “Company”) approved an increase in the number of directors on the Board from eight to nine and appointed Tym Tombar to fill the newly created vacancy resulting from the increase in the number of directors, effective as of July 1, 2021. Mr. Tombar was appointed as a Class I director, with an initial term expiring at the 2024 annual meeting of stockholders. In connection with his appointment to the Board, Mr. Tombar was appointed to serve on the audit committee and the compensation committee of the Board, bringing the size of each of those committees to five. The increase in the size of the Board, the election of Mr. Tombar to fill the newly created vacancy on the Board and Mr. Tombar’s appointment to the audit committee and the compensation committee were based upon the recommendation of the Company’s nominating and governance committee.
In connection with his appointment, the Board reviewed the independence of Mr. Tombar using the independence standards of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission and, based on this review, determined that Mr. Tombar is independent within the meaning of the applicable NYSE listing standards currently in effect and within the meaning of Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Tombar is a Co-Founder of Arcadius Capital Partners (“Arcadius”), an energy private equity firm as well as its predecessor, SW Capital Partners, that invests growth capital into start-ups and early-stage companies in the upstream oil and gas industry since 2011. From 2007 to 2011, he was a Managing Director and co-head of Scotiabank’s Energy Private Equity group. Since 2007, he has served on the boards of over 12 private oil and gas companies. Prior to April 2007, he was a Vice President with Goldman, Sachs & Co, and led deal teams through sourcing, execution, and management of a variety of primary market energy investments in securities and loans. Prior to that, he worked in Goldman’s Investment Banking Division in New York, London, and Houston, advised several upstream oil and gas, oilfield services and petrochemical clients and executed a variety of transactions for public and private oil and gas companies. Mr. Tombar began his career with Goldman in its Energy & Power Principal Investment Area and Banking Group based in New York in 1994. Mr. Tombar graduated with an M.B.A. from Stanford University’s Graduate School of Business and an A.B. degree in Applied Math from Harvard University. The Company believes Mr. Tombar’s qualifications to serve on the board include his executive leadership and 25 years of investment and finance experience in the energy industry.
The Company has entered into its standard form of indemnification agreement with Mr. Tombar. The form indemnification agreement was previously filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 15, 2019 and is incorporated by reference herein.
Mr. Tombar was not appointed pursuant to any arrangement or understanding with any other person and there are no family relationships between Mr. Tombar and the other directors or executives of the Company. There are no transactions in which Mr. Tombar has an interest requiring disclosure on the part of the Company under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
As a non-employee director, Mr. Tombar will be entitled to receive an annual cash retainer of $80,000 per year, payable quarterly in arrears, as well as annual equity-based compensation with an aggregate grant date value of $100,000. As a member of the Company’s audit committee and compensation committee, Mr. Tombar will also receive additional cash retainers totaling $15,000 per year. Each member of the Board is entitled to be reimbursed for out-of-pocket expenses incurred in connection with attending Board and committee meetings. On July 1, 2021, in connection with his appointment to the Board, Mr. Tombar will receive an award of restricted stock units with a grant date value of $100,000.
A copy of the press release announcing the appointment of Mr. Tombar is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cactus, Inc. | ||||||||
| June 10, 2021 | By: | /s/ David Isaac | ||||||
| Date | Name: | David Isaac | ||||||
| Title: | General Counsel, Vice President of Administration and Secretary | |||||||
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Exhibit 99.1
 | |||||
Cactus Announces New Appointment to Board of Directors
HOUSTON – June 10, 2021 – Cactus, Inc. (NYSE: WHD) (“Cactus”) today announced that Mr. Tym Tombar has been appointed to the Company’s Board of Directors (the “Board”) and will serve on its audit committee and compensation committee, effective July 1, 2021. Mr. Tombar is a Co-Founder of Arcadius Capital Partners (“Arcadius”) and its predecessor, SW Capital Partners. Arcadius is an energy private equity firm that provides growth capital to start-ups and early-stage companies in the upstream oil and gas industry. Prior to co-founding Arcadius, he was a Managing Director and co-head of Scotiabank’s Energy Private Equity group. Previously, Mr. Tombar also held various positions at Goldman, Sachs & Co, including leading deal teams through the sourcing, execution and management of primary market energy investments in securities and loans and working within the investment banking division. With the addition of Mr. Tombar, the Board is now composed of nine members, including six independent directors.
Scott Bender, President and CEO of Cactus, stated, “We are pleased to welcome Mr. Tombar as an independent director. His leadership experience in the energy and investment fields make him an ideal addition to our Board. We believe the Board of Directors will greatly benefit from his expertise.”
About Cactus, Inc.
Cactus designs, manufactures, sells and rents a range of highly engineered wellhead and pressure control equipment. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for all its products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment. Cactus operates service centers in the United States, which are strategically located in the key oil and gas producing regions, including the Permian, SCOOP/STACK, Marcellus, Utica, Haynesville, Eagle Ford and Bakken, among other areas, and in Eastern Australia.
Cactus, Inc.
John Fitzgerald, 713-904-4655
Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Source: Cactus, Inc.
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